Most of the population of Rome is traveling down a road through the woods in a long column. Pompey's family rides along in a litter, but the man himself is on horseback, surrounded by soldiers. Cato trots to catch up with Pompey and walks alongside his horse, stressing about where Pompey's guy Durio is with the gold from the Treasury. Pompey's confident that Durio will show up, but Cato's worried that if he doesn't, they won't be able to feed and pay the legions. Pompey reassures Cato to stop worrying. Cato doesn't look like he's obeying. How did Pompey ever become the Hero of Rome in the first place if the poor guy can never catch a damn break?

Vorenus and his men are in sight of Rome. It's still a couple of miles away across a beautiful valley, but the view doesn't cheer Vorenus. "Why is Rome not defended?" he demands of the universe. Pullo figures they scared the defenders off, but Vorenus insists, "Soldiers of the Republic do not run, so it must be a stratagem." Pullo says it's a good trick, then. Vorenus frets that the gods have abandoned Rome: "If Mars were watching, he would not allow such a disgrace." Pullo cracks that maybe Mars missed it on account of being on the terlet. Vorenus chides Pullo for his blasphemy, saying, "If the gods are not respected, then why should they help us?" Pullo looks less chastened than bored as his superior officer leads them on.

Further down, while traversing a rural lane between fields, Vorenus stresses that the only reason they haven't met any troops yet is that they've already been flanked. He suggests, "Perhaps these drovers know something," and the unit rides into position next to a little caravan whose path they're crossing. Except we know these aren't regular drovers, because it's the detachment of soldiers who killed Pompey's servant Durio and looted the treasury earlier. They've merely changed into civilian clothes. And the woman who was abducted by one of the horsemen is now tied by her wrists to a rope trailing from the back of the oxcart. Her assistant is going to hear about this, I'm sure. Pullo's eyes meet hers, almost as if they know each other (which they don't, which I'm telling you right now in order to spare you the distraction). Vorenus asks whether the men have just come from the city, and the soldier playing the part of an innocent oxcart driver/drover says they have. He also identifies Vorenus as being one of Caesar's men. Vorenus confirms it, his hand on the hilt of his sword. "Fortune spreads her legs for you," the driver/drover says, giving him the news that Pompey's men have fled. "The city is yours." He explains to a confused Vorenus that Pompey scrammed because he couldn't raise his armies fast enough to defend Rome from Caesar, and he's now retreated south, taking the Senate with him. Because we already know this, the camera is focusing on Pullo and his frank but not unsympathetic looks at the dirty peasant girl, whose ass has nearly disappeared from all the walking she's been doing. But Pullo still spares enough attention to toss an I told you so in Vorenus's direction, though not in so many words. "Enjoy your victory, boys," the driver/drover says jovially. Pullo asks how much they want for the girl, and the guy gets serious fast when he says she's not for sale. Pullo's smile fades as well, but before he can pursue it, Vorenus asks what's in the wagon. "Grain," the driver/drover says. "Show us, soldier," Vorenus commands. Driver/drover says they aren't soldiers. Vorenus fakely admits that he was wrong to assume they were soldiers simply because they're wearing soldier's boots (and we get a good look at one of their heavy sandals at this). "But why would nine good soldiers be guarding a grain wagon?" Vorenus wonders darkly. "I don't have to show you nothing," the driver/drover says, and the rest of his men unsheath their weapons and attack. But given the size of Vorenus's cavalry, it quickly becomes a rout. The driver/drover knocks one of his own guys off a horse as he rides past, and gallops off in escape. Vorenus's men pursue the fleeing looters, Pullo sparing a last glance at the peasant girl who's looking at him all impressed before he spurs off to give chase. And now the girl has a bigger problem, as the oxen who have been pulling the cart decide to start walking again. She struggles to release herself from her bonds before she's pulled off a cliff or into a lake or something. The looters, meanwhile, have scattered, except for the driver/drover who hides while Vorenus's cavalrymen ride past.